Bryan Hanson
Executive Vice President and Chief Generation Officer at CEG
Executive
About Bryan Hanson
Executive Vice President and Chief Generation Officer at Constellation Energy (CEG) since 2022; age 59 as of Feb 18, 2025, with prior roles leading Exelon’s nuclear fleet and generation operations, bringing 30+ years of nuclear industry experience . Company performance during his tenure has been strong: Constellation’s TSR since the 2022 separation reached 362.61% through Dec 31, 2024 (1-year TSR 92.73%), materially outperforming the S&P 500 and peer averages . 2024 revenue was $23.568B, with total assets of $52.926B, underscoring the scale of operations he helps oversee . Nuclear operations remained a core differentiator, with a 98.1% nuclear capacity factor during the 2024 summer period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constellation (CEG) | EVP & Chief Generation Officer | 2022–Present | Leads the generation fleet (nuclear, renewables, gas), carrying forward best-in-class nuclear operations . |
| Exelon Generation | EVP & Chief Generation Officer | 2020–2022 | Oversaw fleet-wide generation; prepared for and transitioned into CEG spin from Exelon . |
| Exelon Nuclear / Exelon Generation | President & Chief Nuclear Officer; SVP | 2015–2020 | Ensured high performance and nuclear safety across Exelon’s fleet . |
| Exelon (earlier roles) | COO, SVP Midwest Ops; Site VP (Braidwood), Site VP (Clinton) | Pre-2015 | Progressive nuclear operating leadership across multiple units and sites . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Constellation Foundation | Board member | Not disclosed | Quoted in 2025 release as Foundation board member supporting CLEAN Awards . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $850,000 | $879,750 (effective Mar 1, 2024; +3.5%) |
| Perquisites ($) | $162,443 total; includes aircraft and other perqs | $195,553 total; includes $94,244 aircraft personal use, $16,840 financial planning |
| Tax Reimbursements ($) | $1,572 | $3,529 |
| Company Savings Plan Contributions ($) | $49,275 | $52,488 |
| LTD Premiums ($) | $4,114 | $4,114 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes
- 2024 AIP metrics/weights: Operating Net Income (70%), Customer Satisfaction (10%), Fleetwide Capacity Factor (10%), Dispatch Match (7%), Renewable Energy Capture (3%). Formulaic payout 50%–200% of target; 2024 payout factor was 168.85% .
- 2023 AIP: similar operational metrics but financial metric was Adjusted EBITDA (70%); payout factor 188.25% .
| Year | Base ($) | Target % | Target $ | Payout Factor | Actual AIP ($) |
|---|---|---|---|---|---|
| 2024 | $879,750 | 95% | $831,130 | 168.85% | $1,403,364 |
| 2023 | $850,000 | 95% | $786,083 | 188.25% | $1,479,802 |
Long-Term Incentive Plan (LTIP)
- Mix: 33% time-based RSUs (3-year ratable vesting), 67% Performance Shares (PShares) over 3 years; PShare metrics include Free Cash Flow before Growth and relative TSR, with a credit ratings-based negative modifier (50%–200% payout range) .
- 2024 LTIP Target: $2,900,000 (RSUs $957,000; PShares $1,943,000) . 2024 grant counts: 7,534 RSUs; 15,296 PShares .
- 2022–2024 PShare Cycle: Paid at 200% of target; Hanson earned 60,244 PShares for that cycle, vesting Feb 10, 2025 .
| Grant/Cycle | Grant Date | Instrument | Shares/Target | Value Basis | Vesting/Performance |
|---|---|---|---|---|---|
| 2024 LTIP | Feb 5, 2024 | RSUs | 7,534 | $957,044 | 1/3 on Feb 10, 2025; remaining at first regular Comp Comm. meetings in 2026 and 2027 |
| 2024 LTIP | Feb 5, 2024 | PShares | 15,296 target | $1,943,051 (at target) | 3-year performance (2024–2026) with FCF-before-growth, rTSR, credit-rating modifier |
| 2022–2024 PShare | Feb 7, 2022 | PShares | 30,122 target; 60,244 earned (200%) | N/A | Vested Feb 10, 2025 |
Vesting Schedules and Near-Term Supply
| Award | Shares | Key Vesting Dates |
|---|---|---|
| 2024 RSUs | 7,534 | 1/3 vested Feb 10, 2025; next two installments at first regular Compensation Committee meetings in 2026 and 2027 |
| Retention RSUs (granted Feb 7, 2022) | 31,225 (incl. accrued dividends) | 3-year cliff; vested Feb 7, 2025 |
| 2023 RSUs (portion outstanding at 12/31/24) | Included in 51,432 RSUs not yet vested | Half vested Feb 10, 2025; final third vests at first 2026 Comp Comm. meeting |
2024 AIP Metric Framework
| Metric | Weight |
|---|---|
| Operating Net Income | 70% |
| Customer Satisfaction | 10% |
| Fleetwide Capacity Factor | 10% |
| Dispatch Match | 7% |
| Renewable Energy Capture | 3% |
PShare Performance Framework (2024–2026 cycle)
| Metric | Rationale |
|---|---|
| Free Cash Flow before Growth | Aligns incentives to deliver strong FCF via operating excellence (working capital excluded for compensation purposes) . |
| Relative TSR | Direct alignment with shareholder returns vs a custom peer set . |
| Credit Ratings (negative modifier) | Reinforces investment-grade balance sheet discipline . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 74,755 shares as of Mar 1, 2025 . |
| Unvested RSUs (12/31/24) | 51,432 RSUs (includes time-based awards and retention RSUs; valued at $223.71 close) . |
| Unearned PShares (12/31/24) | 136,977 shares shown at the highest performance level (200%) across 2022–2024, 2023–2025, 2024–2026 cycles; valued at $223.71 . |
| Options | 0 options exercisable or unexercisable (no options program) . |
| Ownership Guidelines | 3x base salary for NEOs; all NEOs have met requirements . |
| Hedging/Pledging | Prohibited for directors and employees, including officers . |
| Ownership as % of SO | 74,755 / 313,309,685 ≈ 0.02% (based on outstanding shares as of Mar 1, 2025) . |
Employment Terms
- Employment agreements: None (company discloses no employment agreements) .
- Clawbacks: Two policies—SEC/Nasdaq-compliant recoupment for Section 16 officers on accounting restatements (3-year lookback), plus a broader discretionary clawback for misconduct, covenant breaches, significant losses or reputational harm .
- Insider trading policy: Prohibits hedging, short sales, derivatives, and pledging of company stock .
- Stock ownership: 3x base salary guideline for NEOs; compliance confirmed .
Severance and Change-in-Control (CIC) Economics (Senior Management Severance Plan; double-trigger for equity on CIC)
| Scenario | Cash | Equity Treatment | Pension/SMRP | Health/Perqs | Notes |
|---|---|---|---|---|---|
| Involuntary Not For Cause (non‑CIC) | Salary continuation for 24 months + target AIP for 24 months; pro‑rated current-year AIP | RSUs: prorated/accelerated; PShares: prorated based on actual performance, paid per award terms | SMRP treated as if severance pay counts as covered comp; vesting credited for severance period | Benefits continue during severance; outplacement and financial planning | Retiree-eligible treatment if age/service thresholds met . |
| Qualifying CIC Termination (Good Reason or Involuntary) | 2.99x base salary + target AIP; pro‑rated current-year AIP | RSUs vest; PShares vest based on performance through period end | SMRP enhanced by adding 2.99 years to age/service and counting severance pay as covered comp | Benefits continue during severance; outplacement and financial planning | Double-trigger vesting; excise tax cutback may apply . |
Estimated Hanson Payments (as of 12/31/24)
| Scenario | Cash Payment ($) | Retirement Benefit Enhancement ($) | Unvested Equity Value ($) | Health/Perqs ($) | Total ($) |
|---|---|---|---|---|---|
| Retirement | $1,403,000 | N/A | $26,581,000 | N/A | $27,984,000 |
| Death/Disability | $1,403,000 | N/A | $33,566,000 | N/A | $34,969,000 |
| Involuntary (Non‑CIC) | $4,834,000 | $1,564,000 | $33,333,000 | $48,000 H&W; $40,000 perqs | $39,819,000 |
| Qualifying CIC Termination | $6,532,000 | $3,230,000 | $33,566,000 | $71,000 H&W; $40,000 perqs | $43,439,000 |
Pension and Deferred Compensation
| Plan | Years Credited | Present Value ($) | Notes |
|---|---|---|---|
| SAS (Service Annuity System) | 36.30 | $2,563,708 | Final Average Pay formula; early retirement reductions apply; supplemental Social Security bridge pre‑65 . |
| SMRP (Supplemental) | 36.30 | $12,136,111 PV; comparable lump sum $13,820,126 | SMRP equalizes non‑qualified benefits and provides lump-sum option; lump-sum mechanics noted . |
| Deferred Compensation | 2024 Contributions: Exec $46,920; Company $35,190; 2024 Earnings $31,921; 12/31/24 Balance $520,225 | — | — |
Compensation Structure Analysis
- Year-over-year mix and targets: 2024 base rose 3.5%; AIP target maintained at 95% of base; LTIP target $2.9M with 67% PShares (higher at‑risk) and 33% RSUs (retention) . PShare emphasis indicates stronger pay-for-performance versus pure retention .
- Discretionary levers: Committee applied formulaic payouts (no discretion) in 2023 and 2024 AIP, reducing risk of unaligned bonus outcomes .
- Payout rigor: 2022–2024 PShares paid at maximum (200%), reflecting multi-year outperformance (including TSR), which directly links realized equity to shareholder returns .
- Shareholder-friendly policies: Double-trigger CIC vesting; no employment agreements; no option repricing; hedging/pledging prohibited; robust clawbacks; ownership guidelines met .
Risk Indicators & Red Flags
- Related party transactions in 2024: None identified .
- Hedging/pledging: Prohibited by policy (alignment positive) .
- Excise tax gross‑ups: Not provided (shareholder‑friendly) .
- Option repricing: Not permitted without shareholder approval .
- Say‑on‑pay: 2025 proposal included; company cites supportive investor feedback and engagement; specific prior-year vote percentages not disclosed here .
Investment Implications
- Alignment and retention: High at‑risk mix (AIP + PShares majority of pay) and strong multi-year PShare outcomes tie realized pay to FCF and TSR; ownership guideline compliance and anti-hedging/pledging further align incentives .
- Near-term supply/vesting overhang: Hanson had 51,432 unvested RSUs at 12/31/24 and multiple vesting events in Feb 2025 (plus 31,225 retention RSUs cliff vest on Feb 7, 2025) and further installments in 2026/2027; 2022–2024 PShares (60,244) vested Feb 10, 2025—these events can create intermittent selling pressure windows around vest dates .
- Downside protection vs. turnover risk: Significant SMRP value (present value $12.1M; lump sum $13.82M) and sizable unvested equity improve retention; severance/CIC protections (24 months or 2.99x framework) further mitigate departure risk but also represent meaningful potential cash obligations upon exit .
- Performance orientation: AIP weighting on operating net income (70%) and fleet/capacity metrics encourages disciplined operations of the nuclear fleet—material given CEG’s core nuclear advantage and 2024 summer capacity factor of 98.1% .
- Overall: Compensation design and policies point to strong alignment and moderate retention risk, with identifiable vesting calendars that may affect trading liquidity around specific dates, while multi-year PSU metrics suggest continued emphasis on TSR and free cash flow delivery .